CBK Holdings Limited — Proxy Solicitation & Information Statement 2024

Oct 10, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CBK Holdings Limited (the “ Company ”), you should at once forward this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Wednesday, 30 October 2024 at 1:00 p.m. is set out in pages 7 to 8 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions as indicated thereon to the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (or any adjourned meeting thereof). Completion and return of the accompanying form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjourned meeting should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

14 October 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

• “Articles”

the second amended and restated articles of association of the Company adopted by a special resolution dated 13 September 2023

• “Board” the board of Directors

• “Chairman” the chairman of the Board

• “Company”

• CBK Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM (stock code: 8428)

• “Director(s)”

• the director(s) of the Company

• “EGM”

• an extraordinary general meeting of the Company scheduled to be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Wednesday, 30 October 2024 at 1:00 p.m., for the purpose of considering and, if thought fit, approving, among other things, the proposed change of Company’s dual foreign name in Chinese

• “GEM”

• GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollar(s), the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• Monday, 7 October 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “PRC”

the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

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DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

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LETTER FROM THE BOARD

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

Executive Directors: Mr. Chow Yik (Chairman) Mr. Tang Chu Ming Mr. Chung Man Lai

Independent non-executive Directors: Mr. Tian Wuchun Mr. Wong Ching Wan Mr. Ding Junchen

Registered office in the Cayman Islands: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarter and principal place of business in Hong Kong: Unit A1, 1/F Eton Building 288 Des Voeux Road Central, Hong Kong 14 October 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 30 September 2024, in respect of the proposed change of Company’s dual foreign name in Chinese (the “ Proposed Change of Company Name ”). The purpose of this circular is to provide you with, amongst other things, (i) further information on the Proposed Change of Company Name, so as to enable you to make an informed decision on whether to vote for or against such proposed resolution at the EGM; and (ii) the notice of the EGM to be held for considering and, if thought fit, approving the resolution of the Proposed Change of Company Name.

PROPOSED CHANGE OF COMPANY NAME

As disclosed in the Company’s announcement dated 30 September 2024, the Board proposes to change the dual foreign name in Chinese of the Company from “國茂控股有限 ” “ 公司 to 漢諾佳池控股有限公司. The English name of the Company will remain unchanged.

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LETTER FROM THE BOARD

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution approving the Proposed Change of Company Name by the Shareholders at the EGM; and

• (ii) the approval being granted by the Registrar of Companies in the Cayman Islands for the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the former dual foreign name in Chinese of the Company and issues the relevant certificate. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will provide the Company with a new corporate image which will enable the Company to capture potential business opportunities for its future development and is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the Shareholders. Upon the Proposed Change of Company Name becoming effective, all existing share certificates in issue bearing the current name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to the ordinary shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. As soon as the Proposed Change of Company Name has become effective, any new issue of share certificates will be issued bearing the new dual foreign name in Chinese of the Company and the Shares will be traded on the Stock Exchange under the new dual foreign name in Chinese. There will not be any arrangement for free exchange of the issued share certificates of the Company for new share certificates bearing the new dual foreign name in Chinese of the Company. Any issue of new share certificates after the Proposed Change of Company Name becoming effective will bear the new dual foreign name in Chinese of the Company.

In addition, subject to the confirmation by the Stock Exchange, the Chinese stock short name of the Company for trading in the securities on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

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LETTER FROM THE BOARD

THE EGM AND PROXY ARRANGEMENT

The notice convening the EGM to be held at 1:00 p.m. on Wednesday, 30 October 2024 at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong is set out on pages 7 to 8 of this circular. A resolution will be proposed at the EGM to approve, among other things, the Proposed Change of Company Name.

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, no Shareholder had a material interest in the Proposed Change of Company Name, and accordingly, no Shareholder will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name.

A form of proxy for use at the EGM is enclosed, and is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (https://cbkholdings.etnet.com.hk). Whether or not you wish to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions as indicated on it and return the completed proxy form to the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the EGM (or any adjourned meeting). Completion and return of the accompanying form of proxy will not preclude you from subsequently attending and voting in person at the EGM (or any adjourned meeting) if you so wish. If the Shareholder attends and votes at the EGM, the instrument appointing the proxy will be deemed to have been revoked.

Further announcement(s) will be made by the Company as and when appropriate to inform the Shareholders of, among other things, the poll results of the EGM, the effective date of the Proposed Change of Company Name and the change of Chinese stock short name of the Company for trading of the Shares on the Stock Exchange.

GEM LISTING RULES REQUIREMENT ON VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, the special resolution to be proposed at the EGM to approve the Proposed Change of Company Name will be voted by way of poll by the Shareholders. An announcement on the poll results will be made by the Company following the conclusion of the EGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

CLOSURE OF TRANSFER BOOKS AND REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Friday, 25 October 2024 to Wednesday, 30 October 2024 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the EGM, all transfers of Shares accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Thursday, 24 October 2024.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of CBK Holdings Limited (the “ Company ”) will be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Wednesday, 30 October 2024 at 1:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands having been obtained, the dual foreign name in Chinese of the Company be changed from "國茂控股有限公司” to "漢諾佳池控股有限公司” and the English name of the Company remains unchanged as “CBK Holdings Limited” with effect from the date on which the Registrar of Companies in the Cayman Islands enters the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the former dual foreign name in Chinese of the Company, and issues the relevant certificate, and that any one director or the company secretary of the Company be and is hereby authorised to do all things and acts and sign all documents as they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the aforesaid change of the Company’s dual foreign name in Chinese.”

By order of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

Hong Kong, 14 October 2024

Notes:

(1) Any member of the Company (the “ Member ”) entitled to attend and vote at the EGM or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

(2) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the EGM or its adjourned meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (3) A form of proxy for use at the EGM or its adjourned meeting is enclosed. Such form of proxy is also published on the website of the Company at https://cbkholdings.etnet.com.hk and the website of the Stock Exchange at www.hkexnews.hk.

• (4) In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from subsequently attending and voting in person at the EGM or its adjourned meeting, and in such event, the form of proxy shall be deemed to be revoked.

• (5) For determining Members’ entitlement to attend and vote at the EGM, the register of Members will be closed from Friday, 25 October 2024 to Wednesday, 30 October 2024 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Thursday, 24 October 2024.

• (6) According to Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, the voting at the EGM or its adjourned meeting will be taken by poll.

• (7) If tropical cyclone warning signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Company at https://cbkholdings.etnet.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the re-scheduled meeting.

If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 9:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.

The EGM will be held as scheduled when an “amber” or “red” rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this notice, the Directors are:

Executive Directors

Mr. Chow Yik (Chairman) Mr. Tang Chu Ming Mr. Chung Man Lai

Independent Non-executive Directors Mr. Tian Wuchun

Mr. Wong Ching Wan Mr. Ding Junchen

This notice will remain on the “Latest Listed Company Information" page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its publication and on the website of Company at https://cbkholdings.etnet.com.hk.

This notice is prepared in both English and Chinese. In the event of inconsistency, the English version of the notice shall prevail over the Chinese version.

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